Common use of Consequences of Expiry or Termination Clause in Contracts

Consequences of Expiry or Termination. 16.1. On expiry of this Agreement, Scynexis shall have a fully paid-up, royalty free, world-wide, exclusive licence, and the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Agreement for any reason:- 16.2.1. Scynexis shall within [*] of the date of termination or expiry pay to C-CHEM all sums due to it under this Agreement in respect of the period up to and including the date of termination including any royalties payable on Products sold prior to or on the date of termination; 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue in full force and effect: Clause 1 (Definitions), Clause 4 (Non-Exclusive License Grant), Clause 6 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential Material), Clause 16 (Consequences of Expiry or Termination) and Clause 17 (General). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement.

Consequences of Expiry or Termination. 16.1. 18.1 On expiry termination (but not expiry) of this Agreement for any reason: 18.1.1 the Licence or, if applicable, the Extended License, shall terminate automatically and rights granted by SSI pursuant to this Agreement shall terminate as of the effective date of termination; 18.1.2 Evaxion shall pay any outstanding amounts due to SSI as of the effective date of termination, including, although subject to mitigation, any pre-order committed amounts for supply of the Phase 2 Stock. Where the termination is due to SSI’s material breach of the Agreement, Scynexis see Clause 17.2, Evaxion shall have a fully paidbe entitled to set-upoff any loss in such outstanding amounts due to SSI; 18.1.3 except where the termination is due to SSI’s material breach of the Agreement or the winding-up of SSI, royalty freesee Clauses 17.2 and 17.3, worldEvaxion, its Affiliates and any Sub-widelicensees shall either, exclusive licenceat SSI’s discretion, i) immediately cease developing, manufacturing and commercializing any Vaccine, which includes ceasing sublicensing Evaxion’s proprietary PIONEER platform to the right to grant sub-licences, under extent such sublicensing allow commercialising the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [****] = Certain This symbol identifies certain confidential information contained in this document, marked by brackets, document that has been omitted because it is both (i) not material and filed separately (ii) would be competitively harmful if publicly disclosed. Vaccine (for the avoidance of doubt, other vaccines based on the PIONEER platform - that are not administrated together or in combination with Licensed Adjuvant - can still be developed, manufactured and commercialised and Evaxion shall not be limited from sublicensing its rights to the Securities PIONEER platform for such purpose) or, ii) continue paying SSI as per Clause 7 until expiry as per Clause 17.1, ii) as had the Agreement not been terminated as per Clause 17.1, it being agreed by the Parties that the back-loaded royalty and Exchange Commission Sub-license Income payments called for as per Clause 7 above, comprise the lifetime value of the rights granted by this Agreement. Where the termination of this Agreement is due to SSI’s material breach of the Agreement or the winding-up of SSI, see Clauses 17.2 and 17.3, Evaxion shall cease having the rights granted under the License or, if applicable, the Extended License, as in case of any other termination, but SSI shall in such event not be entitled to request any continued payments as per Clause 7 above, provided however that payments having fallen due prior to the effective date of termination must still be settled; 18.1.4 if requested by Exxxxxx, SSI will loyally consider procuring, as soon as reasonably practicable, that any Sub-licensee becomes a direct licensee of SSI or its designate subject to financial terms similar to the financial terms set forth in this Agreement, provided however that SSI reserves the right at its subjective discretion not to accept such novation; 18.1.5 each Party shall return to the other all Confidential Information, including any Know How, belonging to the other Party and any copies thereof, provided that SSI and, if Evaxion immediately ceases developing, manufacturing and commercializing any Vaccine, Evaxion shall have the right to retain one (1) copy of the Confidential Information in a secure location solely for purposes of identifying its confidentiality obligations under Clause 14. Such retention may last for the duration of the confidentiality period set out in Clause 14.7, whereafter it must be returned. Each Party shall provide a signed statement from its duly authorised officer that the Party’s obligations under this Clause 18.1.5 have been complied with. 18.2 On expiry of this Agreement as per Clause 17.1 with respect to a Vaccine, the Licence or, if applicable, the Extended License, shall be deemed fully paid up, royalty-free, irrevocable, and perpetual with respect to such a Vaccine in the Territory, provided, however, that [****] any Patent Rights or Know How or the Trademark and provided that the, if applicable, Extended License [****], and nothing in this Clause 18.2 shall [****], [****] This symbol identifies certain confidential information contained in this document that has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. when made subject to (i.e. respecting) the rights granted to Evaxion pursuant to Rule 406 of the Securities Act of 1933Extended License, as amendedper this Clause 18.2. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for For clarity, [****] as per this licenceClause 18.2. 16.2. On expiry 18.3 Termination or termination expiration of this Agreement for any reason:- 16.2.1. Scynexis reason shall within [*] be without prejudice to (a) the survival of rights specifically stated in this Agreement to survive; (b) the rights and obligations of the date of termination or expiry pay to C-CHEM all sums due to it under this Agreement Parties provided in respect of the period up to and including the date of termination including any royalties payable on Products sold prior to or on the date of termination; 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue in full force and effect: Clause 1 3.2.4 (DefinitionsGrant Back), Clause 4 9 (Non-Exclusive License GrantRecords and Inspections), Clause 6 11 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1No Implied Licenses), Clause 14 (Confidential MaterialConfidentiality), Clause 16 (Limitation of Liability), 18 (Consequences of Expiry or Termination) and Clause 17 (General). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee 19.12 (Law and Scynexis, Venue); and (c) any other rights or remedies provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreementat law or equity which either Party may otherwise have.

Consequences of Expiry or Termination. 16.1. On expiry 35.1 Notwithstanding the service of a notice to terminate this Panel Agreement, Scynexis the Supplier shall have a fully paid-up, royalty free, world-wide, exclusive licence, and continue to fulfil its obligations under this Panel Agreement until the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 date of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Panel Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. 35.3 If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any reason:-alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 16.2.1. Scynexis shall within [*] 35.4 Within ten (10) Working Days of the date of termination or expiry pay of this Panel Agreement, the Supplier shall return to C-CHEM the Authority any and all sums due of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to it the extent reasonably necessary to comply with its obligations under this Panel Agreement in respect or under any Law, for a period of the period up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 35.5 Termination or expiry of this Panel Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement prior to termination or expiry. 35.6 Termination or expiry of this Panel Agreement shall be without prejudice to the survival of any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including the date of termination including any royalties payable on Products sold prior to or on the date of termination;provisions of: 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue in full force and effect: Clause 35.6.1 Clauses 1 (DefinitionsDefinitions and Interpretation), Clause 4 7 (Non-Exclusive License GrantRepresentations and Warranties), Clause 6 9 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential MaterialCyber Essentials Scheme Condition), Clause 16 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and Clause 17 49 (GeneralGoverning Law and Jurisdiction). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s35.6.2 Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), C3 (Panel Prices and Charging Structure), 7 (Key Sub-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and ScynexisBenchmarking), provided however that the terms of the license between such Licensee 13 (Guarantee), 14 (Insurance Requirements), 17 (Commercially Sensitive Information) and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement21 (Tender).

Consequences of Expiry or Termination. 16.1. On expiry 35.1 Notwithstanding the service of a notice to terminate this Panel Agreement, Scynexis the Supplier shall have a fully paid-up, royalty free, world-wide, exclusive licence, and continue to fulfil its obligations under this Panel Agreement until the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 date of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Panel Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. 35.3 If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any reason:-alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 16.2.1. Scynexis shall within [*] 35.4 Within ten (10) Working Days of the date of termination or expiry pay of this Panel Agreement, the Supplier shall return to C-CHEM the Authority any and all sums due of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to it the extent reasonably necessary to comply with its obligations under this Panel Agreement in respect or under any Law, for a period of the period up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 35.5 Termination or expiry of this Panel Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement prior to termination or expiry. 35.6 Termination or expiry of this Panel Agreement shall be without prejudice to the survival of any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including the date of termination including any royalties payable on Products sold prior to or on the date of termination;provisions of: 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue in full force and effect: Clause 35.6.1 Clauses 1 (DefinitionsDefinitions and Interpretation), Clause 4 7 (Non-Exclusive License GrantRepresentations and Warranties), Clause 6 9 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential MaterialCyber Essentials Scheme Condition), Clause 16 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and Clause 17 49 (GeneralGoverning Law and Jurisdiction). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s35.6.2 Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee 3 (Panel Prices and ScynexisCharging Structure), provided however that the terms of the license between such Licensee 7 (Key SubContractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present AgreementBenchmarking), 13 (Guarantee), 14 (Insurance Requirements), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. 16.1. On expiry 35.1 Notwithstanding the service of a notice to terminate this Panel Agreement, Scynexis the Supplier shall have a fully paid-up, royalty free, world-wide, exclusive licence, and continue to fulfil its obligations under this Panel Agreement until the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 date of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Panel Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. 35.3 If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any reason:-alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 16.2.1. Scynexis shall within [*] 35.4 Within ten (10) Working Days of the date of termination or expiry pay of this Panel Agreement, the Supplier shall return to C-CHEM the Authority any and all sums due of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to it the extent reasonably necessary to comply with its obligations under this Panel Agreement in respect or under any Law, for a period of the period up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 35.5 Termination or expiry of this Panel Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement prior to termination or expiry. 35.6 Termination or expiry of this Panel Agreement shall be without prejudice to the survival of any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including the date of termination including any royalties payable on Products sold prior to or on the date of termination;provisions of: 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue in full force and effect: Clause 35.6.1 Clauses 1 (DefinitionsDefinitions and Interpretation), Clause 4 7 (Non-Exclusive License GrantRepresentations and Warranties), Clause 6 9 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential MaterialCyber Essentials Scheme Condition), Clause 16 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and Clause 17 49 (GeneralGoverning Law and Jurisdiction). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s35.6.2 Panel Schedules 2 (Panel Services and Key Performance Indicators), C3 (Panel Prices and Charging Structure), 7 (Key Sub-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and ScynexisBenchmarking), provided however that the terms of the license between such Licensee 13 (Guarantee), 14 (Insurance Requirements), 17 (Commercially Sensitive Information) and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement21 (Tender).

Consequences of Expiry or Termination. 16.1. On expiry 23.1 In the event of this Agreement, Scynexis shall have a fully paid-up, royalty free, world-wide, exclusive licence, and the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Agreement for any reason:-reason: 16.2.1. Scynexis 23.1.1 the Reseller shall immediately stop promoting, marketing, advertising and soliciting and accepting orders for the Software and the Documentation; 23.1.2 the Reseller shall thereafter not (at any time) enter into, extend the term of or amend the terms of any End User Agreement; 23.1.3 the Reseller shall immediately remove from all materials in any form which are to be provided or made accessible to any person (including websites, notices, advertisements, catalogues and documents) any reference to it being an ‘authorised reseller’ of Nimans; 23.1.4 save to the extent necessary to comply with its obligations under clause 23.1.7, the Reseller shall immediately stop reproducing, and distributing the Software and the Documentation; 23.1.5 save to the extent necessary to comply with any obligations to Customers pursuant to clause 23.1.7, the Reseller shall within [*] seven days of the date of such termination or expiry pay (or if later the point in time at which it is no longer necessary to Cretain the information to comply with clause 23.1.7) return to Nimans (or, at Nimans’s written notice, destroy) all Confidential Information of Nimans in its possession or under its control and all copies of such information, including returning or destroying (as appropriate): a. all copies of the Software and the Documentation; and b. all promotional material relating to the Software and the Documentation, then in its possession or under its control; 23.1.6 the sub-CHEM licences of the Software granted in accordance with this Agreement under each End User Agreement shall continue for the remainder of their respective terms; 23.1.7 subject to the Reseller complying at all sums due times with its obligations under this Agreement, the Reseller shall continue to: a. comply with its binding obligations relating to it delivery of the Software under any End User Agreement entered into by the Reseller prior to the termination or expiry of this Agreement; and b. provide Reseller Support to each Customer as required under the terms of their respective End User Agreement during Nimans Support Runoff Period; and 23.1.8 except to the extent otherwise expressly agreed in this Agreement (including in clauses 23.1.1 to 23.1.6 (inclusive)) each of the parties’ rights and obligations under this Agreement in respect of the period up to shall survive and including the date of termination including any royalties payable on Products sold prior to or on the date of termination; 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue remain in full force and effect: Clause 1 (Definitions), Clause 4 (Non-Exclusive License Grant), Clause 6 (Payment) in respect effect until the end of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential Material), Clause 16 (Consequences of Expiry or Termination) and Clause 17 (General)Nimans Support Runoff Period. 16.3. On termination 23.2 Termination or expiry of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates for whatever reason shall be entitled without prejudice to sell and dispose the rights of any stock of Products or Compounds in existence on or prior the parties accrued up to the date of such termination or expiry. 23.3 Those clauses expressed or implied to survive termination or expiry or this Agreement or the end of Nimans Support Runoff Period shall survive in accordance with their terms, including that the following clauses shall survive: clauses 2, 3, 8.7, 12, 14 to 16 (inclusive), 17.2, 20, 23 to 38 (inclusive). 23.4 The Reseller shall have no claim against Nimans for compensation for loss of any reseller rights, loss of goodwill or similar loss following termination or expiry of this Agreement, in whole or in part, for any reason. 23.5 Within 20 days of any request(s) by Nimans following the end of Nimans Support Runoff Period, the Reseller shall certify in a written notice to Nimans that it has complied with the relevant obligations set out in this clause 23 (except to the extent expressly permitted in writing by Nimans) to the extent not previously subject to such certification. 23.6 Where this Agreement and/or any Software Schedule is terminated in whole or in part by Nimans because of the Agreement; and 16.3.2. in acts or omissions of the event that Scynexis has sublicensed Reseller, the Patents Supplier or a third party nominated by the Supplier shall be entitled, at Nimans’ discretion, to one or more Licensee(s), C-CHEM shall grant offer to continue to supply the Software to each Licensee a licence on terms equivalent Customer as at the date of such termination in place of the Reseller, subject to the licence agreement between such Licensee and Scynexis, provided however that the each Customer agreeing to Nimans’ then current standard terms of business and to being responsible for payment directly to Nimans (or its nominated third party) for all charges associated with the license between provision and use of such Licensee Software. The Reseller agrees to provide to Nimans (or its nominated third party) all Customer details as Nimans requires for this purpose and C-CHEM are not less favourable to C-CHEM than work with Nimans to ensure any transition from the licence terms contained in the present Agreement.Reseller to Nimans directly is as smooth as possible

Consequences of Expiry or Termination. 16.1. On expiry 35.1 Notwithstanding the service of a notice to terminate this Panel Agreement, Scynexis the Supplier shall have a fully paid-up, royalty free, world-wide, exclusive licence, and continue to fulfil its obligations under this Panel Agreement until the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 date of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Panel Agreement or such other date as required under this Clause 35. 35.2 Termination or expiry of this Panel Agreement shall not cause any Legal Services Contracts to terminate automatically. For the avoidance of doubt, all Legal Services Contracts shall remain in force unless and until they are terminated or expire in accordance with the provisions of the Legal Services Contract and the Supplier shall continue to pay any Management Charge due to the Authority in relation to such Legal Services Contracts, notwithstanding the termination or expiry of this Panel Agreement. 35.3 If the Authority terminates this Panel Agreement under Clause 33.2 (Termination on Material Default) and then makes other arrangements for the supply of the Panel Services to Panel Customers, the Supplier shall indemnify the Authority in full upon demand for the cost of procuring, implementing, transitioning to and operating any reason:-alternative or replacement services to the Panel Services and no further payments shall be payable by the Authority until the Authority has established and recovered from the Supplier the full amount of such cost. 16.2.1. Scynexis shall within [*] 35.4 Within ten (10) Working Days of the date of termination or expiry pay of this Panel Agreement, the Supplier shall return to C-CHEM the Authority any and all sums due of the Authority’s Confidential Information in the Suppliers possession, power or control, either in its then current format or in a format nominated by the Authority, and any other information and all copies thereof owned by the Authority, save that it may keep one copy of any such data or information to it the extent reasonably necessary to comply with its obligations under this Panel Agreement in respect or under any Law, for a period of the period up to twelve (12) Months (or such other period as Approved by the Authority and is reasonably necessary for such compliance). 35.5 Termination or expiry of this Panel Agreement shall be without prejudice to any rights, remedies or obligations of either Party accrued under this Panel Agreement prior to termination or expiry. 35.6 Termination or expiry of this Panel Agreement shall be without prejudice to the survival of any provision of this Panel Agreement which expressly (or by implication) is to be performed or observed notwithstanding termination or expiry of this Panel Agreement, including the date of termination including any royalties payable on Products sold prior to or on the date of termination;provisions of: 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue in full force and effect: Clause 35.6.1 Clauses 1 (DefinitionsDefinitions and Interpretation), Clause 4 7 (Non-Exclusive License GrantRepresentations and Warranties), Clause 6 9 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential MaterialCyber Essentials Scheme Condition), Clause 16 11 (Panel Agreement Performance), 18 (Records, Audit Access and Open Book Data), 20 (Management Charge), 26 (Intellectual Property Rights), 27.1 (Provision of Management Information), 27.2 (Confidentiality), 27.3 (Transparency), 27.4 (Freedom of Information), 27.5 (Protection of Personal Data), 30 (Liability), 31 (Insurance), 35 (Consequences of Expiry or Termination), 36 (Compliance), 38 (Waiver and Cumulative Remedies), 40 (Prevention of Fraud and Bribery), 42 (Severance), 44 (Entire Agreement), 45 (Third Party Rights), 46 (Notices), 47 (Complaints Handling), 48 (Dispute Resolution) and Clause 17 49 (GeneralGoverning Law and Jurisdiction). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s35.6.2 Panel Agreement Schedules 2 (Panel Services and Key Performance Indicators), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee 3 (Panel Prices and ScynexisCharging Structure), provided however that the terms of the license between such Licensee 7 (Key Sub- Contractors), 8 (Panel Management), 9 (Management Information), 10 (Annual Self Audit Certificate), 12 (Continuous Improvement and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present AgreementBenchmarking), 13 (Guarantee), 14 (Insurance Requirements), 17 (Commercially Sensitive Information) and 21 (Tender).

Consequences of Expiry or Termination. 16.1. On ‌ 53.1 Where this Agreement terminates in part, the provisions of this Clause 53 and all related provisions shall be construed to apply to the part of the Agreement terminating and (subject to earlier termination in accordance with its provisions) the remainder of the Agreement shall continue unaffected. 53.2 The expiry or termination (however arising) of this Agreement shall be without prejudice to any accrued rights and obligations of the Parties under this Agreement as at the date of expiry or termination. 53.3 Following the service of a Termination Notice for any reason or on the expiry of this Agreement, Scynexis shall have a fully paid-up, royalty free, world-wide, exclusive licence, and : 53.3.1 the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Agreement for any reason:- 16.2.1. Scynexis shall within [*] of the date of termination or expiry pay to C-CHEM all sums due to it under this Agreement in respect of the period up to and including the date of termination including any royalties payable on Products sold prior to or on the date of termination; 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement Contractor shall continue to be enforceable;under an obligation to provide the Services so as to achieve or exceed the applicable Performance Measures and to ensure that there is no degradation in the standards of the Services, and 16.2.3. 53.3.2 subject to Schedule 8.5 (Exit) (including, in particular, Parts E and F), this Agreement shall continue, until the following provisions end of the relevant Service Period. 53.4 On the Termination Date and except as provided in Clauses 53.2, 53.5 and 53.6, all rights and obligations of the DCC and the Contractor under this Agreement shall continue in full cease and be of no further force and effect: . 53.5 In the event of the Termination Date occurring, the Contractor shall: 53.5.1 promptly (and, in any event, within thirty (30) days after the Termination Date) reimburse the DCC for all Charges paid by the DCC in advance in respect of any Services not provided by the Contractor as at the Termination Date; 53.5.2 comply with its applicable obligations contained in the Exit Plan, Clause 54 (Payments on Termination), Clause 55 (Exit Management), Schedule 5.1 (Intellectual Property Rights), Schedule 5.2 (Software), Schedule 8.5 (Exit), Schedule 9.1 (TUPE); 53.5.3 subject to the content of the Exit Plan, cease to use the DCC Data and, at the direction of the DCC, provide the DCC and/or the Replacement Contractor with a complete and uncorrupted version of the DCC Data and in electronic form in the formats and on media agreed with the DCC and/or the Replacement Contractor or as specified in the Information Assets Register; 53.5.4 comply with its obligations in Clause 43.14; 53.5.5 provide reasonable access during normal working hours to the DCC and/or the Replacement Contractor for up to twelve (12) months after the Termination Date to: (a) such information relating to the Services as remains in the possession or control of the Contractor; and (b) such members of the Contractor Personnel as have been involved in the design, development and provision of the Services in the previous 18 months prior to the Termination Date (or at any time thereafter) and who are still employed by the Contractor, provided that the DCC and/or the Replacement Contractor shall pay the reasonable costs of the Contractor actually incurred in responding to requests for access under this Clause 53.5.5 53.6 The provisions of Clauses 1 (Interpretation and Definitions); 4 (Due Diligence); 6 (DCC Objectives); 14 (Compliance with Mandatory Requirements); 20 (Independence and Non-Discrimination Obligations); 21 (Co-operation with Third Parties); 26 (Recovery of Sums Due); 27 (Dispute Resolution Procedure); 30 (Records and Audits); 39 (Non-solicitation); 40 (Intellectual Property Rights and Licence's Granted); 41 (DCC Data); 42 (Protection of Personal Data); 43 (Confidentiality); (Contractor Software Warranty) (inclusive) 50 (Limitations on Liability); 51 (Insurance); 53 (Consequences of Termination Expiry or Termination); 55 (Exit Management); 36 (Staff Transfer); 58 (Waiver and Cumulative Remedies); 59 (Relationship of the Parties); 61 (Publicity and Branding); 62 (Severance); 63 (Further Assurance); 64 (Entire Agreement); 65 (Third Party Rights); 66 (Notices); 69 (Governing Law and Jurisdiction) and the provisions of Schedules 1 (Interpretations and Definitions), Clause 4 7.1 (Non-Exclusive License GrantCharges and Payments) and 8.5 (Exit), Clause 6 shall (Paymenttogether with any other provision expressed or implied to survive or otherwise give effect to such termination or expiry of the consequences of such termination or expiry) in respect of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential Material), Clause 16 (Consequences of Expiry survive the termination or Termination) and Clause 17 (General). 16.3. On termination expiry of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement.

Consequences of Expiry or Termination. 16.127.1 Prior to the expiry of the Contract Term, the Parties shall give consideration to the future delivery of the Services and to the suitability of the Exit Plan at Schedule 5 (Exit Plan). On The Council shall, with the support of the Charity, consider the options for the future delivery of the Services (including but not limited to transfer of the Services back to the Council or to a Future Provider upon the expiry of the Contract Term, or the agreement by the Council and Charity for the Charity to continue to provide the Services on terms to be agreed). In deciding how the Services should be delivered beyond the expiry of the Contract Term, the Council shall consider which Party or third party will be best placed to deliver the Services successfully and in the best interests of the Service Users, and shall inform the Charity of the outcome of such consideration (in accordance with either clause 27.2, clause 27.3, or otherwise) as soon as is reasonably practicable and no later than twelve months in advance of the expiry of the Contract Term. 27.2 If, after following the process described at clause 27.1, the Council determines that the Services shall continue to be delivered by the Charity following the expiry of the Contract Term (subject to compliance with procurement law and regulation), then, provided the Charity agrees to continue to deliver the Services, the provisions in clause 27.3 and Schedule 5 (Exit Plan) shall not apply and the Parties shall negotiate in good faith to put in place appropriate arrangements to govern the delivery of the Services following the expiry of the Contract Term. 27.3 If, after following the process described at clause 27.1, the Council determines that the Services shall be delivered by the Council or a Future Provider following the expiry of the Contract Term or the Agreement is terminated pursuant to clause 26, then, at the end of the Contract Term or upon the earlier termination of this Agreement, Scynexis : 27.3.1 the Charity shall have a fully paid-up, royalty free, world-wide, exclusive licence, cease to deliver the Services; 27.3.2 the provisions of the Exit Plan shall come into effect and the right provisions of Schedule 6 shall apply and the Parties shall co-operate fully to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 ensure an orderly transfer of the Securities Act of 1933, as amended. supply products and Services to perform the Council or to any other act that would infringe Future Provider; 27.3.3 the Know Flow and/or Ancillary licences relating to Intellectual Property Rights were it not for this licence. 16.2. On expiry or termination at clause 15 of this Agreement for shall terminate and those set out in Schedule 5 (Exit Plan) shall be granted (unless otherwise agreed in writing between the Parties); 27.3.4 either Party may elect to serve notice on the other Party to terminate any reason:- 16.2.1. Scynexis shall within [*] of Lease granted from the date of termination or expiry pay Council to C-CHEM all sums due to it under this Agreement the Charity in respect of the period Premises, subject to the provisions of such Lease; 27.3.5 subject to the requirements of clause 27.3.6, the Council shall be under no obligation to make any further payment of the Fee to the Charity; and 27.3.6 the Parties shall apportion the Fee payable from the Council to the Charity for the current Contract Year up to and including the date of termination including any royalties payable on Products sold prior (“the Apportioned Fee”) and: (a) where the actual sum that has been paid to or on the Charity by the Council at the date of termination; 16.2.2. termination is less than the Apportioned Fee owed to the Charity, the Council shall pay any rights or remedies of each outstanding portion of the parties arising from Fee to the Charity; or (b) where the actual sum that has been paid to the Charity by the Council at the date of termination exceeds the Apportioned Fee owed to the Charity, the Charity shall repay any breach overpayment of the Fee to the Council; and any payments required by this clause shall be made within thirty (30) Business Days of the date that this Agreement shall continue is terminated, or within any other period agreed by the Parties in writing, provided that the Council may withhold any payment due under clause 27.3.6(a) until such time as the Charity has, in the opinion of the Council (acting reasonably), co- operated fully to be enforceable;ensure an orderly transfer of the Services to the Council or to any Future Provider. 16.2.3. the following 27.4 The provisions shall continue in full force and effect: Clause of clause 1 (Definitions), Clause 4 clause 10 (Non-Exclusive License GrantStaffing and Pensions), Clause 6 clause 15 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1Accounts and Records), Clause 14 clause 15 (Intellectual Property), clause 19 (Confidential MaterialInformation), Clause 16 clause 20 (Data Protection) clause 22 (Indemnities), clause 23 (Limitation of Liability), clause 26 (Consequences of Expiry or Termination), clause 39 (Governing Law) and Clause 17 Schedule 5 (General). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 Exit Plan) shall survive expiry or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of earlier termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement.

Consequences of Expiry or Termination. 16.1Prior to the expiry of the Contract Term, the Parties shall give consideration to the future delivery of the Services and to the suitability of the Exit Plan at Schedule 5 (Exit Plan). On The Council shall, with the support of the Mutual, consider whether delivery of the Services ought to be transferred back to the Council or to a Future Provider upon the expiry of the Contract Term or whether the Mutual ought to be asked to continue to provide the Services on a more permanent basis following the expiry of the Council’s payment of the final portion of the Fee. In deciding whether the delivery of the Services will transfer back to the Council, the Council shall consider either Party or a third party will be best placed to deliver the Services successfully and in the best interests of the Service Users. If, after following the process described at clause 24.1, the Council determines that the Services shall be delivered by the Council or a Future Provider following the expiry of the Contract Term or the Agreement is terminated pursuant to clause 23, then, at the end of the Contract Term or upon the earlier termination of this Agreement, Scynexis : the Mutual shall have a fully paid-up, royalty free, world-wide, exclusive licence, cease to deliver the Services; the provisions of the Exit Plan shall come into effect and the right Parties shall co-operate fully to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 ensure an orderly transfer of the Securities Act of 1933, as amended. supply products and Services to perform the Council or to any other act that would infringe Future Provider; the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination Intellectual Property licences at clause 15 of this Agreement for shall terminate and those set out in Schedule 5 (Exit Plan) shall be granted (unless otherwise agreed in writing between the Parties); either Party may elect to serve notice on the other Party to terminate any reason:- 16.2.1. Scynexis shall within [*] of Lease and/or Licence to Occupy granted from the date of termination or expiry pay Council to C-CHEM all sums due to it under this Agreement the Mutual in respect of the period Premises, subject to the provisions of such Lease and/or Licence to Occupy; subject to the requirements of clause 24.2.6, the Council shall be under no obligation to make any further payment of the Fee to the Mutual; and the Parties shall apportion the Fee payable from the Council to the Mutual for the current Contract Year up to and including the date of termination including any royalties payable on Products sold prior (“the Apportioned Fee”) and: where the actual sum that has been paid to or on the Mutual by the Council at the date of termination; 16.2.2. termination is less than the Apportioned Fee owed to the Mutual, the Council shall pay any rights or remedies of each outstanding portion of the parties arising from Fee to the Mutual; or where the actual sum that has been paid to the Mutual by the Council at the date of termination exceeds the Apportioned Fee owed to the Mutual, the Mutual shall repay any breach overpayment of the Fee to the Council; and any payments required by this clause shall be made within thirty (30) Business Days of the date that this Agreement is terminated, or within any other period agreed by the Parties in writing. If, after following the process described at clause 24.1, the Council determines that the Services shall continue to be enforceable; 16.2.3delivered by the Mutual following the expiry of the Contract Term (subject to compliance with procurement law and regulation), then, provided the Mutual agrees to continue to deliver the Services, the provisions in clause 24.2 and Schedule 5 (Exit Plan) shall not apply and the Parties shall negotiate in good faith to put in place appropriate arrangements to govern the delivery of the Services following the expiry of the Contract Term. Subject to ensuring compliance with the Data Protection Legislation, and insofar as the law allows, during the twelve (12) months preceding the expiry of the Contract Term or the period following service of notice to terminate this Agreement by either Party in accordance with clause 23 of this Agreement, or at any other time as directed by the Council in writing, and within fifteen (15) Business Days of the Mutual receiving a written request from the Council to do so, the Mutual shall fully and accurately disclose to the Council any and all information in relation to all personnel engaged in providing the Services including all Returning Employees who are to transfer as a consequence of the transfer of the Services to the Council or to a Future Provider. The Council may request, in particular but not necessarily restricted to any of the following: a list of employees employed by the Mutual in delivering the Services; a list of agency workers, agents and independent contractors engaged by the Mutual in delivering the Services; the total payroll bill (i.e. total taxable pay and allowances including employer’s contributions to pension schemes) of those personnel in clauses 24.4.1 and 24.4.2; the terms and conditions of employment of the Returning Employees, their age, salary, date continuous employment commenced and (if different) the Commencement Date, enhancement rates, any other factors affecting their redundancy entitlement; details of any disciplinary procedure taken against any of the Returning Employees and any grievance procedure taken by any Returning Employee within the previous two years in circumstances where a Code of Practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Xxx 0000 which relates exclusively or primarily to the resolution of disputes applies; details of any court or tribunal case, claim or action brought by any Returning Employee against the Mutual within the previous two years and any court or tribunal case, claim or action that the Mutual has reasonable grounds to believe that a Returning Employee may bring against the Council or any Future Provider arising out of that employee’s employment with the Mutual; and details of any collective agreement which will have effect after the transfer, in its application in relation to any Returning Employees, pursuant to Regulation 5 (a). Clauses 24.4.1- 24.4.7 do not apply to unpaid volunteers. The Mutual shall notify the Council as soon as reasonably practicable of any variation in the information provided under clause 24.4 and shall provide the Council with the revised and accurate information. The Mutual shall warrant the accuracy and completeness of all the information provided to the Council pursuant to clause 24.4, and shall indemnify the Council for all or any Direct Losses resulting from the provision of inadequate, incomplete or inaccurate information. Furthermore the Mutual authorises the Council to use any and all of such information as it may consider necessary for the purposes of its business or for informing any tenderer for any services which are substantially the same as the Services (or any part thereof). Insofar as the law allows, during the twelve (12) months preceding the expiry of this Agreement or where notice to terminate this Agreement for whatever reason has been given, the Mutual shall allow the Council or such other persons as may be authorised by the Council to communicate with and meet the Returning Employees and their trade union or employee representatives as the Council may reasonably request, providing always that the Council agrees to indemnify the Mutual, subject to clauses 19 and 20, in respect of any and all claims and liabilities arising out of any act or omission of the Council in doing this or such other persons as may be authorised by the Council in doing this. Insofar as the law allows, during the twelve months preceding the expiry of this Agreement or where notice to terminate this Agreement for whatever reason has been given, the Mutual shall not without the prior written consent of the Council save where it is as a result of a decision by the Exit Group or where it is bona fide in the ordinary course of business: vary or purport or promise to vary the terms and conditions of employment of any employee employed in connection with the Services; materially increase or decrease the number of employees employed in connection with the Services; or assign or redeploy any employee employed in connection with the Services to other duties unconnected with the Services or assign or re-deploy any employee employed to carry out duties unconnected with the Services to duties connected with the Services. The provisions shall continue in full force and effect: Clause of clause 1 (Definitions), Clause 4 clause 9 (Non-Exclusive License GrantStaffing and Pensions), Clause 6 clause 13 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1Accounts and Records), Clause 14 clause 15 (Intellectual Property), clause 16 (Confidential MaterialInformation), Clause 16 clause 17 (Data Protection) clause 19 (Indemnities), clause 20 (Limitation of Liability), clause 23 (Consequences of Expiry or Termination), clause 36 (Governing Law) and Clause 17 Schedule 5 (General). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 Exit Plan) shall survive expiry or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of earlier termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement.

Consequences of Expiry or Termination. 16.123.1. On Where the Authority terminates this Agreement under clause 22.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where this Agreement is terminated under clause 22.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier (for Services supplied by the Supplier prior to termination and in accordance with this Agreement but where the payment has yet to be made by the Authority), until the Authority has established the final cost of making the other arrangements envisaged under this clause 23. 23.2. Save as otherwise expressly provided in this Agreement: 23.2.1. termination or expiry of this AgreementAgreement shall be without prejudice to any rights, Scynexis remedies or obligations accrued under this Agreement prior to termination or expiration and nothing in this Agreement shall have a fully paid-up, royalty free, world-wide, exclusive licence, and prejudice the right of either Party to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedrecover any amount outstanding at such termination or expiry; and 23.2.2. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Agreement for any reason:- 16.2.1. Scynexis shall within [*] not affect the continuing rights, remedies or obligations of the date of termination Authority or expiry pay to C-CHEM all sums due to it the Supplier under this Agreement in respect of the period up to clauses 12.2 (Payment and including the date of termination including any royalties payable on Products sold prior to or on the date of termination; 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable; 16.2.3. the following provisions shall continue in full force and effect: Clause 1 (DefinitionsVAT), Clause 4 12.3 (Non-Exclusive License GrantRecovery of Sums Due), Clause 6 19.4 (Payment) in respect Freedom of Royalties payable pursuant to Clause 16.2.1, Clause 14 (Confidential MaterialInformation), Clause 16 21 (Liability, Indemnity and Insurance), 22.5 (Recovery upon Termination), 23 (Consequences of Expiry or Termination), 27 (Prevention of Corruption), 28 (Records and Audit Access), 34 (Cumulative Remedies) and Clause 17 43.1 (GeneralGoverning Law and Jurisdiction). 16.3. On termination of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement.

Consequences of Expiry or Termination. 16.1. On expiry of this Agreement, Scynexis shall have a fully paid-up, royalty free, world-wide, exclusive licence, and the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. 12.1 On expiry or termination of this Agreement for any reason:- 16.2.1. Scynexis 12.1.1 Profibrix shall within [*] 30 days of the date of expiry or termination or expiry pay to C-CHEM Quadrant all sums due to it under this Agreement in respect of the period up to and including the date of expiry or termination including any royalties payable on Products sold supplied prior to or on the date of expiry or termination; 16.2.2. 12.1.2 any rights or remedies of each of the parties arising from any breach of this Agreement shall continue to be enforceable;enforceable notwithstanding expiry or termination; and 16.2.3. 12.1.3 the following provisions shall continue in full force and effect: effect Clause 1 1, (Definitions), Clause 4 5 (Non-Exclusive License Grantto the extent royalties remain outstanding). Clause 6 (Payment Terms), Clause 6 13 (Payment) in respect of Royalties payable pursuant to Clause 16.2.1Termination), Clause 14 (Confidential Material), Clause 16 (Consequences of Expiry or Terminationtermination) and Clause 17 15 (General). 16.3. 12.2 On termination of this Agreement by C-CHEM for any reason:- 12.2.1 Profibrix shall promptly reassign any Fibrocaps Patents that Quadrant has assigned to Profibrix pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant 8.3 to Clause 15.3, Scynexis Quadrant and at Quadrant’s request assign to Quadrant any Profibrix Licence Agreement; 12.2.2 the Licences shall promptly reassign the Patents, the Know How terminate automatically and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis Profibrix shall, and shall procure that its Affiliates Associates and Profibrix Licensees shall, forthwith cease all activities which would require requiring a licence under the Patents. 12.3 Profibrix hereby appoints Quadrant as it attorney to effect on its behalf any assignment of the Fibrocaps Patents save which Profibrix has failed to make to Quadrant within 7 days in 2.1 with the right but not the obligation to do any and all acts and things necessary to effect unconditionally such assignment including the right for Quadrant to execute all deeds, documents or instruments and swear any oaths or declarations in the name of and on behalf of Profibrix necessary for such purpose. Quadrant’s appointment as attorney under this Clause 12.3 is given to secure Quadrant’s interest in the Fibrocaps Patents and to secure the performance of Profibrix’s obligations to assign the Fibrocaps Patents in the event of termination and such appointment shall be perpetual and irrevocable, notwithstanding Profibrix entering into liquidation, being wound-up or dissolved or having a receiver, manager, administrator, administrative receiver or similar person appointed over any of its assets. 12.4 In the event that Scynexis and its Affiliates the Fibrocaps Patents are assigned back to Quadrant from Profibrix pursuant to Clause 8.2:- 12.4.1 Profibrix shall no longer be entitled to sell exploit in any way, either directly or indirectly, the Fibrocaps Patents in so far and dispose of for so long as any stock of Products or Compounds in existence on or prior to the date of termination of the AgreementFibrocaps Patents remain in force; and 16.3.2. in 12.4.2 Profibrix shall disclose to Quadrant all rights under licence agreements and interests granted by Profibrix or its Affiliates under the event that Scynexis has sublicensed Fibrocaps Patents; and at Quadrant’s request shall assign to Quadrant the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a benefit of such licence on terms equivalent to the licence agreement between such Licensee agreements and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreementinterests.

Consequences of Expiry or Termination. 16.1. On ‌ 53.1 Where this Agreement terminates in part, the provisions of this Clause 53 and all related provisions shall be construed to apply to the part of the Agreement terminating and (subject to earlier termination in accordance with its provisions) the remainder of the Agreement shall continue unaffected. 53.2 The expiry or termination (however arising) of this Agreement shall be without prejudice to any accrued rights and obligations of the Parties under this Agreement as at the date of expiry or termination.‌ 53.3 Following the service of a Termination Notice for any reason or on the expiry of this Agreement, Scynexis shall have a fully paid-up, royalty free, world-wide, exclusive licence, and : 53.3.1 the right to grant sub-licences, under the Know-How and Ancillary Rights to research, develop, manufacture, import, market, use, sell, and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. supply products and to perform any other act that would infringe the Know Flow and/or Ancillary Rights were it not for this licence. 16.2. On expiry or termination of this Agreement for any reason:- 16.2.1. Scynexis shall within [*] of the date of termination or expiry pay to C-CHEM all sums due to it under this Agreement in respect of the period up to and including the date of termination including any royalties payable on Products sold prior to or on the date of termination; 16.2.2. any rights or remedies of each of the parties arising from any breach of this Agreement Contractor shall continue to be enforceable;under an obligation to provide the Services so as to achieve or exceed the applicable Performance Measures and to ensure that there is no degradation in the standards of the Services, and 16.2.3. 53.3.2 subject to Schedule 8.5 (Exit) (including, in particular, Parts E and F), this Agreement shall continue, until the following provisions end of the relevant Service Period. 53.4 On the Termination Date and except as provided in Clauses 53.2, 53.5 and 53.6, all rights and obligations of the DCC and the Contractor under this Agreement shall continue in full cease and be of no further force and effect: . 53.5 In the event of the Termination Date occurring, the Contractor shall:‌ 53.5.1 promptly (and, in any event, within twenty (20) Business Days after the Termination Date) reimburse the DCC for all Charges paid by the DCC in advance in respect of any Services not provided by the Contractor as at the Termination Date; 53.5.2 comply with its applicable obligations contained in the Exit Plan, Clause 1 54 (DefinitionsPayments on Termination), Clause 55 (Exit Management), Schedule 5.1 (Intellectual Property Rights), Schedule 5.2 (Software), Schedule 5.3 (Escrow), Schedule 8.5 (Exit), Schedule 9.1 (TUPE); 53.5.3 subject to the content of the Exit Plan, cease to use the DCC Data and, at the direction of the DCC, provide the DCC and/or the Replacement Contractor with a complete and uncorrupted version of the DCC Data and in electronic form in the formats and on media agreed with the DCC and/or the Replacement Contractor; 53.5.4 comply with its obligations in Clause 43.15; 53.5.5 provide access during normal working hours to the DCC and/or the Replacement Contractor for up to twelve (12) months after the Termination Date to:‌ (a) such information relating to the Services as remains in the possession or control of the Contractor; and (b) such members of the Contractor Personnel as have been involved in the design, development and provision of the Services in the previous eighteen (18) months prior to the Termination Date (or at any time thereafter) and who are still employed by the Contractor, provided that the DCC and/or the Replacement Contractor shall pay the reasonable and demonstrable costs of the Contractor actually incurred in responding to requests for access under this Clause 53.5.5. 53.5.6 further to Clause 33 (Supply Chain Rights) and Schedule 4.3 (Sub- contractors), procure the prompt assignment, novation or transfer of its rights and/or obligations under any Key Sub-contract (if and to the extent requested by the DCC) to the DCC or any Replacement Contractor. 53.6 The provisions of Clauses 1 (Interpretation and Definitions); 4 (Due Diligence);‌ 6 (Objectives); 14 (Compliance with Mandatory Requirements); 20 (Independence and Non-Exclusive License GrantDiscrimination Obligations), Clause 6 ; 20 (Payment) in respect Co-operation with Third Parties); 26 (Recovery of Royalties payable pursuant to Clause 16.2.1, Clause 14 Sums Due); 27 (Confidential MaterialValue for Money), Clause 16 ; 32 (Dispute Resolution Procedure); 30 (Records and Audits); 36 (Staff Transfer); 39 (Non- solicitation); 40 (Intellectual Property Rights); 41 (DCC Data); 42 (Protection of Personal Data); 43 (Confidentiality); 45.3 (Contractor Warranties); 50 (Limitations on Liability); 51 (Insurance); 53 (Consequences of Expiry or Termination); 55 (Exit Management); 58 (Waiver and Cumulative Remedies); 59 (Relationship of the Parties); 61 (Publicity and Branding); 62 (Severance); 63 (Further Assurance); 64 (Entire Agreement); 65 (Third Party Rights); 66 (Notices); 69 (Governing Law and Jurisdiction) and Clause 17 the provisions of Schedules 1 (GeneralInterpretation and Definitions). 16.3. On , Schedule 5.1 (Intellectual Property Rights), 7.1 (Charges and Payments) and 8.5 (Exit), shall (together with any other provision expressed or implied to survive or otherwise give effect to such termination or expiry of the consequences of such termination or expiry) survive the termination or expiry of this Agreement by C-CHEM pursuant to Clause 15.2 or 15.4, or by Scynexis pursuant to Clause 15.3, Scynexis shall promptly reassign the Patents, the Know How and the Ancillary Rights, and immediately return the Documentation to C¬CHEM and: 16.3.1. Scynexis shall, and shall procure that its Affiliates shall, forthwith cease all activities which would require a licence under the Patents save that Scynexis and its Affiliates shall be entitled to sell and dispose of any stock of Products or Compounds in existence on or prior to the date of termination of the Agreement; and 16.3.2. in the event that Scynexis has sublicensed the Patents to one or more Licensee(s), C-CHEM shall grant to each Licensee a licence on terms equivalent to the licence agreement between such Licensee and Scynexis, provided however that the terms of the license between such Licensee and C-CHEM are not less favourable to C-CHEM than the licence terms contained in the present Agreement.